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From Alex Harui <aha...@adobe.com>
Subject Re: SGA Alterations
Date Wed, 16 Dec 2015 19:12:02 GMT

If Cloudera signed SGAs in the past, why do they want changes before signing this one?


From: Todd Lipcon <todd@cloudera.com<mailto:todd@cloudera.com>>
Reply-To: "legal-discuss@apache.org<mailto:legal-discuss@apache.org>" <legal-discuss@apache.org<mailto:legal-discuss@apache.org>>
Date: Wednesday, December 16, 2015 at 10:56 AM
To: legal discuss <legal-discuss@apache.org<mailto:legal-discuss@apache.org>>
Cc: Jim Jagielski <jim@jagunet.com<mailto:jim@jagunet.com>>
Subject: Re: SGA Alterations

On Wed, Dec 16, 2015 at 12:12 AM, Philippe Ombredanne <pombredanne@nexb.com<mailto:pombredanne@nexb.com>>

Just to make sure I understand the gist of this, would this
reformulation be more or less correct?

IANAL so I'm not going to try to pass my interpretation of legalese. I'll answer your questions
though outside the context of the agreement in question.

Cloudera has patents filed but not yet granted that apply to the domain.
Cloudera has patents for sure [1].

Yes, this is true. We have some patents under application and/or pending for parts of Kudu.
I'm not sure about Impala, but likely to be the same.

Therefore it cannot make any patent grant for now to Apache under the
SGA  because
the patents have not been granted yet.

That's how I understood the feedback from our counsel -- that the current language tries to
grant rights to something which can't be granted until the patent is actually granted, and
hence needs an 'effective date'.

If the future, if these patents are effectively granted to Cloudera,
then using Impala or Kudu
would imply using these patents, but no grants would have been made to
Apache and therefore
to its users?

Given that the patents have bearing on code contributed under the Apache license (all of the
source code files have the Apache license already since these projects are already open source),
my understanding is that the patent license is already covered by the language. Thus, the
SGA is already a "belt-and-suspenders" measure.

For example, I as a Cloudera employee have applied for other patents on code I contributed
to HBase and HDFS in the past. No special SGA was required for those since the contributions
were under the Apache license.

If any of this is vaguely true my head is spinning and I cannot fathom
the implication whether or not
the SGA is used as-is or amended.

That's why I'm trying my best to get our lawyer in touch with another lawyer. I don't mean
any disrespect to the hard-working volunteers on the legal-discuss list, but this kind of
stuff is above our heads, and should be discussed by people who are licensed IP attorneys
to make sure we don't miss anything on either end.

I also want to clarify one thing: it seems like some folks on the list are trying to attribute
some kind of malice or "trickery" to the request here. Cloudera is not new to the ASF. We've
contributed several other projects via the incubator in the past, have 8 or so Apache members
on staff, etc. I'm just currently trying to find a workable solution between three parties:
(a) our legal counsel who is uncomfortable with the current wording, (b) our company's decision
to contribute new projects to the ASF, and (c) the ASF itself who prefers not to change the
SGA. My guess is that 'b' is the least likely to change (we are committed to contributing
these projects to the ASF). So, I either have to convince our counsel that the current SGA
is fine, convince our executives to sign the SGA against our counsel's advice, or convince
the ASF to allow the modifications. I'll work each of these avenues in parallel.

If the general consensus is that the SGA is _not_ required for the code import, I'm happy
to move on with the incubation process while continuing to sort this out in the background.
But, would like to have some more confirmation that this is the case instead of just one Member's
opinion which conflicts with the online policies posted on the incubator site.

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